As previously reported, on December 21, 2020, Colonnade Acquisition Corp., a Cayman Islands exempted company limited by shares (“CLA”), entered into the Agreement and Plan of Merger by and among CLA, Beam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of CLA, and Ouster, Inc., a Delaware corporation (“Ouster”). In connection with the proposed business combination between CLA and Ouster (the “Business Combination”), CLA filed a registration statement on Form S-4 (File No. 333-251611) (as amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). On February 12, 2021, the Registration Statement was declared effective by the SEC and, on February 18, 2021, CLA filed a Definitive Proxy Statement/Prospectus relating to CLA’s extraordinary general meeting scheduled to be held on March 9, 2021 (the “Definitive Proxy Statement/Prospectus”) to, among other things, obtain the approvals required to consummate the Business Combination.
Since the initial filing of the Registration Statement, purported shareholders of CLA have filed a complaint and sent demand letters in connection with the Business Combination. On February 8, 2021, Vinh Nguyen, a purported shareholder of CLA, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Vinh Nguyen v. Colonnade Acquisition Corp., et al., Index No. 650883/2021, against CLA and members of its board of directors (as amended on February 25, 2021, the “Complaint”). The Complaint alleges that the members of CLA’s board of directors breached their fiduciary duties and that CLA aided and abetted such breaches in connection with the Business Combination. The Complaint further alleges, among other things, that (i) defendants engaged in an insufficient sales process and agreed to inadequate consideration in connection with the proposed transaction, and (ii) the Registration Statement filed in connection with the Business Combination is materially misleading. The Complaint seeks, among other things, to enjoin the Business Combination and an award of attorneys’ fees and expenses. In addition, on January 21, 2021 and February 8, 2021, CLA received letters from attorneys representing Harrison Holetz and Eric Sabitini, respectively, purported CLA shareholders, demanding certain “corrective disclosures” be made in an amendment or supplement to the Registration Statement (the “Demand Letters”).
The parties to the Complaint and Demand Letters subsequently engaged in arm’s-length negotiations to attempt to resolve the claims asserted, and reached an agreement whereby CLA would file in this Current Report on Form 8-K certain supplemental disclosures regarding the Business Combination. CLA and CLA’s board of directors believe that the allegations and claims asserted in the Complaint and Demand Letters lack merit, and that the supplemental disclosures set forth herein are not required or necessary under applicable laws. However, solely in order to avoid the risk of the Complaint and Demand Letters delaying or otherwise adversely affecting the Business Combination and to minimize the costs, risks, and uncertainties inherent in defending the claims, CLA hereby voluntarily amends and supplements the Definitive Proxy Statement/Prospectus, as set forth in this Current Report on Form 8-K. CLA and the members of its board of directors deny any liability or wrongdoing in connection with the Definitive Proxy Statement/Prospectus, and nothing in this Current Report on Form 8-K should be construed as an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
This supplemental information should be read in conjunction with the Definitive Proxy Statement/Prospectus, which should be read in its entirety and is available free of charge on the Internet site maintained by the SEC at http://www.sec.gov. Page references in the below disclosures are to pages in the Definitive Proxy Statement/Prospectus, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement/Prospectus. To the extent the following information differs from or conflicts with the information contained in the Definitive Proxy Statement/Prospectus, the information set forth below shall be deemed to supersede the respective information in the Definitive Proxy Statement/Prospectus. New text is underlined, and deleted text is stricken through.
The disclosure on page 126 of the Definitive Proxy Statement/Prospectus is hereby supplemented by amending and restating the fourth and ninth paragraphs as follows:
Between October 6, 2020 and October 26, 2020, CLA’s management team conducted extensive due diligence on Ouster including (i) an in depth review of the financial models prepared by Ouster’s management which focused on a granular review of projected revenue, unit demand, unit selling prices, cost of goods sold, and operating margins (the “Draft Projections”); (ii) research on the lidar market and competitive companies; and (iii) an in depth valuation of Ouster considering numerous valuation methodologies as well as a comparative analysis of Ouster toother existing or soon to be publicly traded lidar companies Velodyne Lidar, Inc. (“Velodyne”) and Luminar Technologies, Inc. (“Luminar”). The comparative analysis focused on a comparison of projected operating metrics, including revenue, Adjusted EBITDA, revenue growth, gross margin, and Adjusted EBITDA margin for calendar years 2020 – 2025.
